MATERIAL FACT LE LIS BLANC DEUX COMÉRCIO E

MATERIAL FACT
LE LIS BLANC DEUX COMÉRCIO E CONFECÇÕES DE ROUPAS S.A.
Publicly-held Company
Corporate Taxpayer's Id. (CNPJ): 49.669.856/0001-43
LE LIS BLANC DEUX COMÉRCIO E CONFECÇÕES DE ROUPAS S.A. (Bovespa: LLIS3) (“Le Lis Blanc” or
“Company”), pursuant to Article 157, Paragraph 4 of Law 6404/76, CVM Instructions 319/99
and 358/02 and current legislation, hereby informs its shareholders and the market in
general that the Extraordinary Shareholders’ Meeting to be held on January 30, 2009 will
decide on the merger of its wholly-owned subsidiaries MARTHI COMÉRCIO DO VESTUÁRIO
LTDA., inscribed in the corporate taxpayers register (CNPJ/MF) under no. 09.814.798/000180 (“Marthi”); (ii) CF COMÉRCIO DE ROUPAS LTDA., inscribed in the corporate taxpayers
register (CNPJ/MF) under no.09.651.952/0001-40 (“CF Comércio”); and (iii) SH RECIFE
COMÉRCIO DE ROUPAS LTDA., inscribed in the corporate taxpayers register (CNPJ/MF)
under no. 09.651.957/0001-72 (“SH Recife”) (hereafter jointly known as "Merged
Companies") to simplify controls and reduce administrative and operating costs.
Considering that (a) the Merged Companies do not have minority partners, (b) the financial
statements of the Merged Companies are consolidated with those of the Company, and (c)
there will be no capital increase in the Company on account of the merger and,
consequently, no change in the Company's shareholding structure, the Securities and
Exchange Commission of Brazil (“CVM”) has exempted the Company from the requirements
laid down by Article 264 of Law 6404/76 and Articles 2 and 12 of CVM Instruction 319/99.
To determine the net book value and prepare the valuation reports of the Merged
Companies, Apsis Consultoria Empresarial Ltda., a specialized company with head office at
Rua São José, nº 90, grupo 1,802, in the city and state of Rio de Janeiro, inscribed in the
corporate taxpayers register (CNPJ/MF) under no. 27.281.922/0001-70 (“Apsis”) has been
hired, which will be ratified by the Shareholders’ Meeting called on this date.
The book value of the Merged Companies’ net worth was ascertained as of December 31,
2008, and all subsequent transactions will pertain to the Company. The book value of the
Merged Companies as of December 31, 2008 is: (i) Marthi: R$ 473,160.63; (ii) CF Comércio:
R$ 224,542.60; and (iii) SH Recife: R$ 339,707.25.
Copies of the valuation reports of the Merged Companies prepared by Apsis and the
Protocol of Merger and Justification relating to the merger are available to shareholders at
the Company's head office and its website (www.lelisblanc.com.br/ri).
São Paulo, January 15, 2009.
LE LIS BLANC DEUX COMÉRCIO E CONFECÇÕES DE ROUPAS S.A.
Marcelo Moojen Epperlein
Chief Financial and Investor Relations Officer